AMERIGAS PARTNERS, L.P.
AP EAGLE FINANCE CORP.
THIRD SUPPLEMENTAL INDENTURE
DATED APRIL 16, 2003
TO
INDENTURE
DATED AUGUST 21, 2001,
AS SUPPLEMENTED BY SUPPLEMENTAL INDENTURE
DATED MAY 3, 2002
AND
SECOND SUPPLEMENTAL INDENTURE
DATED DECEMBER 3, 2002
8 7/8% SENIOR NOTES DUE 2011
WACHOVIA BANK, NATIONAL ASSOCIATION,
AS TRUSTEE
THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental Indenture"), dated April
16, 2003, among AMERIGAS PARTNERS, L.P., a Delaware limited partnership (the
"Partnership"), AP EAGLE FINANCE CORP., a Delaware corporation and wholly owned
finance subsidiary of the Partnership (the "Finance Corp." and together with the
Partnership, the "Issuers"), and WACHOVIA BANK, NATIONAL ASSOCIATION, successor
to FIRST UNION NATIONAL BANK, as trustee under the Indenture (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Issuers and the Trustee, as trustee, are parties to an Indenture
dated August 21, 2001 (the "Indenture") providing for the issuance of
$200,000,000 principal amount of Series A and Series B 8 7/8% Senior Notes and,
pursuant to Section 2.2 of the Indenture, subject to compliance with Section 4.8
and the other terms of the Indenture, an unlimited amount of Additional Notes;
WHEREAS, by Supplemental Indentures dated May 3, 2002 and December 3, 2002, the
Indenture provides for the issuance of Additional Notes or exchanges of
Additional Notes for Series B 8 7/8% Senior Notes (the "Series B Notes");
WHEREAS, as of the date hereof, $328,000,000 principal amount of Series B Notes
is currently outstanding under the Indenture;
WHEREAS, Section 4.8 of the Indenture provides that the Partnership shall not,
and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, issue, assume, guarantee or in any manner become
directly or indirectly liable, contingently or otherwise, for the payment of any
Indebtedness unless at the time of such incurrence, and after giving pro forma
effect to the receipt and application of the proceeds of such Indebtedness, the
Consolidated Fixed Charge Coverage Ratio of the Partnership is greater than 2.00
to 1;
WHEREAS, no other provision of the Indenture restricts the issuance of
Additional Notes;
WHEREAS, in accordance with all of the provisions of the Indenture, the Issuers
wish to issue Additional Notes designated as Series B in the aggregate principal
amount of $32,000,000 (the "New Notes");
WHEREAS, the Issuers intend that the New Notes have the same rights, terms,
conditions and CUSIP number as the Series B Notes;
WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuers and the Trustee
are authorized to execute and deliver this Third Supplemental Indenture without
the consent of any Holder of the Series B Notes;
WHEREAS, the Issuers, by action duly taken, have authorized the execution of
this Third Supplemental Indenture and the issuance of the New Notes; and
WHEREAS, all actions necessary to make the New Notes (when executed by the
Issuers and completed, authenticated, and delivered by the Trustee as required
by the Indenture) the valid and binding obligations of the Issuers and to
constitute these presents a valid and binding Third Supplemental Indenture
according to its terms have been duly taken.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Issuers
and the Trustee mutually covenant and agree for the equal and ratable benefit of
the holders of the New Notes as follows:
1. Definitions.
(a) Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture.
(b) For all purposes of this Third Supplemental Indenture, except as otherwise
herein expressly provided or unless the context otherwise requires: (i)
the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture; and (ii) the
words "herein," "hereof" and "hereby" and other words of similar import
used in this Third Supplemental Indenture refer to this Third Supplemental
Indenture as a whole and not to any particular section hereof.
2. Issue of New Notes. The New Notes shall be hereby executed, authenticated
and delivered in accordance with the provisions of, and shall in all respects be
subject to, the terms, conditions and covenants of the Indenture. The aggregate
principal amount of the New Notes created hereby, which may be authenticated and
delivered under this Third Supplemental Indenture, shall be limited to
$32,000,000, however, an unlimited amount of Additional Notes may be issued as
provided in Section 2.2 of the Indenture.
3. Representation. The Partnership hereby represents that its Consolidated
Fixed Charge Coverage Ratio is, and after giving pro forma effect to the receipt
and application of the proceeds of the New Notes will be, greater than 2.00 to
1.
4. Form of the New Notes; Incorporation of Terms. The New Notes and the
Trustee's certificate of authentication thereto shall be substantially in the
form of Exhibit A to the Indenture, the terms of which are hereby incorporated
in and made a part of this Third Supplemental Indenture.
5. Third Supplemental Indenture Part of Indenture. This Third Supplemental
Indenture is executed and shall be construed as an indenture supplemental to the
Indenture and, as provided in the Indenture, shall form a part of the Indenture
for all purposes and every holder of Notes heretofore or hereafter authenticated
and delivered shall be bound hereby.
6. Governing Law. This Third Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York but without
giving effect to applicable principles of conflicts of law to the extent that
the application of the laws of another jurisdiction would be required thereby.
7. Conflict with TIA. If any provision hereof limits, qualifies or conflicts
with another provision hereof which is required to be included in this Third
Supplemental Indenture by any provision of the Trust Indenture Act of 1939, as
amended, such required provision shall control.
8. Trustee Makes No Representations. The Trustee makes no representation as
to the validity or sufficiency of this Third Supplemental Indenture.
9. Successors and Assigns. All covenants and agreements in this Third
Supplemental Indenture by the Company shall bind its successors and assigns,
whether so expressed or not.
10. Separability Clause. In case any provision in this Third Supplemental
Indenture or in the New Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
11. Counterparts. The parties may sign any number of copies of this Third
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
12. Effect of Headings. The Section headings herein are for convenience only
and shall not effect the construction thereof.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed as of the date first above written.
AMERIGAS PARTNERS, L.P., by AMERIGAS PROPANE, INC.,
as General Partner
By: /s/ Robert H. Knauss
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Name: Robert H. Knauss
Title: Vice President - Law
AP EAGLE FINANCE CORP.
By: /s/ Robert H. Knauss
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Name: Robert H. Knauss
Title: Vice President - Law
WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee
By: /s/ George J. Rayzis
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Name: George J. Rayzis
Title: Vice President